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d <br /> I <br /> I <br /> I <br /> I <br /> I <br /> i <br /> 314-436-1000 GI LMORE- BELL KANSAS CITY, MISSOURI <br /> FAX: 314-436-1166 A PROFESSIONAL CORPORATION WICHITA, KANSAS <br /> WWW,GILMOREBELL.COM ATTORNEYS AT LAW LINCOLN, NEBRASKA <br /> ONE METROPOLITAN SQUARE <br /> 211 NORTH BROADWAY, SUITE 2350 <br /> ST. LOUIS, MISSOURI 63102-2733 <br /> October 28, 2011 <br /> Mr. Lehman Walker <br /> City Manager <br /> City of University City <br /> 6801 Delmar Boulevard <br /> University City, Missouri 63130 <br /> Re: Proposal for Special Tax Counsel Services for the City of University City, Missouri -- <br /> Refunding Certificates of Participation <br /> Dear Mr. Walker: <br /> Pursuant to the City's request, we are pleased to submit this proposal to serve as special tax <br /> i' <br /> counsel in connection with the proposed issuance by the City of University City, Missouri (the "City")of <br /> Refunding Certificates of Participation (the "Certificates") for the purpose of refunding the City's <br /> outstanding Certificates of Participation, Series 2003 and Series 2004, which were issued to finance or <br /> refinance certain recreational facilities in Heman Park, a city-owned parking garage, and renovations and <br /> improvements to the City's police and fire stations. The purpose of this letter is to set forth our <br /> responsibilities and fees with respect to this financing. <br /> Scope of Services <br /> As special tax counsel, we are engaged as recognized independent legal counsel whose primary <br /> responsibility is to render an objective legal opinion with respect to the authorization and issuance of <br /> municipal obligations and the income tax treatment of the interest thereon. <br /> As special tax counsel, we will perform the following services: <br /> 1. assist and advise the City and WM Financial Strategies(the "Financial Advisor")on legal <br /> matters relating to planning the financing and structuring the issue; <br /> 2. examine applicable law as it relates to the authorization and issuance of the Certificates <br /> and our opinion, and advise the City regarding the legal authority for the issuance of the <br /> Certificates and other legal matters related to the financing; <br />